Terms And Conditions
TECHNO FORMS PTY LTD Terms and Conditions
Definitions
Terms used in this Agreement are defined in this Agreement unless the context otherwise requires:
Agent means a person who is registered with the CER for the creation of STCs and who may also be a Retailer.
Agent’s Retailer means a Retailer invited by the Agent to use the Software and who has received and accepted the login credentials to access its account for the use of the Software from that Agent.
Applicable Legal Framework means the Renewable Energy (Electricity) Act 2000 (Cth), Renewable Energy (Electricity) Regulations 2001 (Cth), Clean Energy Regulator Act 2011, the governing framwork of the SPV, the Small-Scale Renewable Energy Scheme, and/or the REC Agents Association guidance, and any modifying, consolidating or replacing legislation or legislative provisions from time to time.
Agreement means the terms and conditions as set out herein and includes the Introduction section.
Approved Entity means an Australian based manufacturer or an Australian based nominated importer for an overseas manufacturer that has been approved by the CER to provide Solar Panel data to a Verification Service Provider for the purposes of the SPV and complies with other requirements set out by the Regulator and with whom a Verification Service Provider has entered into an arrangement to obtain the required data for the SPV, including solar panel serial number data.
Approved Modules List means the list of building approved (fire-tested) Solar Panel modules that meet the terms and conditions set by the CEC as published on its website from time to time.
Business Day means a day that is not a Saturday, Sunday or any other day, which is a public holiday in Brisbane , QLD.
CEC means the Clean Energy Council of Australia.
CER means the Australian Government’s Clean Energy Regulator, an independent FMA Agency that administers and enforces the RET Legislation.
Claims File means the data, documentation, and/or files created or compiled by us from data provided by you to the Software, required by the CER for STC claims or to support STC claims and/or required for the SPV or to support the SPV (as the context requires), including bulk download CSV and Signed Data Package (SDP) XML and Customer Record.
Collected Information has the meaning given to it under clause 3.1(e) .
Consequential Loss means any indirect or consequential loss (not being loss which arises naturally as a result of a breach of this Agreement or other event the subject of the relevant claim), including loss of profits, loss of income or revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business
Customer Record means a customer record created by us as a record of the verification of the serial numbers of installed solar panels under the SPV and comprises relevant information from a Signed Data Package presented in a readily- accessible format which will include the information required by the CEC for the purpose of the SPV.
Data Centre means the data centre(s) operated by a third party at which the virtual servers, on which the Software is hosted, are located.
Data Package means information about solar panels and solar panel serial numbers submitted by you for the purpose of the Verification Service.
Customer means the person who purchases solar panels from a Retailer and gets it installed by an Installer.
Customer Data means all data and other information/documentation about the Customer required by the CEC for the purpose of the SPV, which must be uploaded to the Software pursuant to the term of this Agreement.
Installer means a CEC accredited solar panel installer or Installation Company for the installation of SGU or a certified electrician or, designer for the installation of SGU or a licenced plumber, electrician or gas fitter for the installation of SHW who has been registered to use the Software for the provision of a Job.
Installation Company means the Installation Company referenced under clause 7
Job means an assignment for the installation of SGU for an Customer by an Installer.
Job Details means information about make and model of solar hot water unit, solar panels, their serial numbers and such other details required by the Software from time to time.
Job Package has the meaning given to it under clause 6.1 .
Our Material means Our Material as referenced under clause 9 .
Personnel means, in respect of a party, any of its employees, consultants, suppliers, subcontractors or agents.
Privacy Act means the Privacy Act 1988 (Cth).
Registered Person means a person registered under Division 2 of Part 2 of the Renewable Energy (Electricity) Act 2000.
Regulator means the Clean Energy Regulator of Australia established by the Clean Energy Regulator Act 2011 and the Clean Energy Council of Australia, or any other Australian governmental authority, and in each case any of its successors.
Retailer means a retailer of solar panels to Customers.
Retailer’s Installer means a Installer who is assigned by the Agent’s Retailer to a Job pursuant to clause 7 and has accepted the login credentials to access its account for the use of the Software.
SHW means a solar hot water unit or heat pump unit.
Signed Data Package means the Job Details which have been verified by a Verification Service to our Software and which is produced by our Software to facilitate preparation of an application to the CER for registration of STCs for solar panels.
Software means the Software as referenced in the Introduction section.
SGU means an eligible small-generation unit as defined under the Renewable Energy (Electricity) Act 2000 (Cth).
Services means our services, as outlined in clause 2 .
SPV means Solar Panel Validation initiative established by the Clean Energy Regulator to support the Small-scale Renewable Energy Scheme under the Renewable Energy (Electricity) Act 2000 (Cth).
STCs means small-scale technology certificates as defined in the Renewable Energy (Electricity) Act 2000 (Cth).
Uploaded Data means the data referenced under clause 6 and clause 7 includes the Job Details and Customer Data .
Verification Service means the electronic database service delivered and managed by the Verification Service Provider through which Job Details for the SGU installation can be verified against the Verification Service Provider Database for the purposes of the SPV.
Verification Service Provider means a provider of a Verification Service which has been approved by the CER to provide a Verification Service for the purposes of the SPV.
Verification Service Provider Database means a Verification Service Provider’s electronic database of Solar Panel information that complies with the Regulator’s requirement, including that its list of solar panel serial numbers are for models on the Approved Modules List and that they are sourced from an Approved Entity and comply with all other requirements technical requirements set out by the Regulator.
Written Statement means the written statement issued to the Installer by the Software that confirms words to the effect that:
(a) the relevant Verification Service has verified that the solar panel serial numbers provided in the Data Package correspond to models on the Approved Modules List based on information stored in the Verification Service Provider’s Database;
(b) the issuance of a Signed Data Package to the Installer by the Software does not give the Installer or a Registered Person a right to obtain STCs or to have an application to register STCs processed outside of the CER’s usual processing times;
(c) a solar panel corresponding to a solar panel serial number verified by the relevant Verification Service through use of the Software has not been specifically approved, authorised, tested, inspected or checked in any way, including without limitation in relation to safety or quality, other than having its Solar panel serial number checked against the database maintained by the relevant Verification Service Provider.
You or you means any user of the Software including without limitation any Agent, Retailer and Installer who uses the Software and reference to “You” or “you” is a reference to the Agent, Retailer and Installer individually or collectively, as the context requires.
Welcome to TECHNO FORMS, a Software that aims to make your life easier by managing the installation of solar panels and verifying serial numbers in electronic databases managed by relevant verification service providers containing verified serial numbers of panels.
This Agreement is between TECHNO FORMS PTY LTD ACN 635 997 241 (“we”, “our” or “us”) and you for access and use of our Software and Services.
1.1 This Agreement applies between us and any person who accesses or uses the Software and any part of the Services described in clause 2 , which includes, for the avoidance of doubt, any Agent, Retailer and Installer who uses the Software pursuant to the terms of this Agreement.
1.2 You acknowledge that the terms of this Agreement become binding, and you affirm and signify your consent to these terms, by either:
(a) clicking on a button or checking a checkbox for the acceptance of these terms; or
(b) registering to, using or accessing the Software and Services.
1.3 This Agreement is separate and in addition to any other agreement(s) you may have with us.
1.4 To be eligible to become a user of the Services, you must:
(a) be over the age of 18;
(b) be able to form legally binding contracts; and
(c) be an authorized representative of a registered Australian business with an active Australian Business Number (ABN).
1.5 In case you represent your employer or another entity, you hereby represent that
(a) you have the full legal authority to bind your employer or such entity (as applicable) to the terms of this Agreement; and
(b) after reading and understanding the terms of this Agreement, you agree to the terms of this Agreement on behalf of your employer or the respective entity (as the case may be), and this Agreement will bind your employer or such entity (as the case may be).
1.6 We reserve the right to amend the terms of this Agreement at any time. Notice of any amendments will be displayed on the App. Your continued use of the Software following such amendments to the terms of this Agreement shall constitute acceptance by you of those amendments. You should familiarize yourself with the terms of this Agreement and check for updates regularly.
1.7 The Services may be reviewed and updated from time to time. The Services may be further described on the App.
1.8 If you do not accept the terms of this Agreement, including our policies (such as our Privacy Policy) or any amendment we make to this Agreement or such policies, then you must not continue to use the Software or the Services.
2 Services
2.1 The Software allows:
(a) Job Details to be verified from a host of Verification Service Providers’ Databases, to verify that solar panel serial numbers correspond to solar panel models on the Approved Modules List; and
(b) to produce Claims Files required by the CER for STC claims, to support STC claims and the SPV.
2.2 We may add, modify or discontinue any feature, functionality or any other tool, within the Services and/or App, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Services, then we will notify you by posting an announcement on the Software and/or via the Services or by sending you an email.
2.3 You hereby acknowledge that your purchase and use of the Services hereunder are not contingent on the delivery by us of any future release of any functionality or feature.
3 General Acknowledgements and Undertakings
The following acknowledgements and undertakings are required to enable us to comply with the Applicable Legal Framework and the Regulator’s requirements for us, as a participant of the SPV initiative.
3.1 You acknowledge and agree that (notwithstanding any other terms under this Agreement):
(a) you cannot rely on the continuing availability of our Software to access the Verification Service.
(b) you cannot rely on the accuracy, currency or utility of any Customer Record or Signed Data Package issued through use of our Software. We provide no warranty whatsoever to this end.
(c) you may only access and use our Software and Service strictly in accordance with the terms and conditions of this Agreement and any guidelines or instructions provided to you by us.
(d) the Regulator may require changes to the terms of this Agreement or how we provide our Service to you and you also acknowledge that a change in, or repeal of, an existing law or guidelines in relation to the Small-Scale Renewable Energy Scheme may require changes to the terms of this Agreement or how we provide our Service to you (Change in Law). You agree that changes to this Agreement due to a Change in Law will be deemed accepted by you upon notice of such changes to you.
(e) we may be required from time to time to report to the Regulator information provided by you (including any Uploaded Data and Claims Files), collected by our Software about you, and accessed through our Software by you (including information as indicated in our Privacy Policy, and information and documents the Regulator has reason to believe are relevant to the operation of the Applicable Legal Framework) (Collected Information). You grant us, from the date of your first use of the Software, a perpetual, irrevocable, sublicensable, worldwide, royalty-free, non-exclusive, transferable license to host, copy, transmit, display, modify, create derivative works, and process the Collected Information as reasonably necessary or desirable by us, for corporate governance, insurance, or audit purposes, as well as to provide the Services, operate the Software, and to report the Collected Information to the Regulator (for example, for audit or other investion purposes) or as otherwise required by law.
3.2 You undertake that:
(a) you must not provide false, misleading or fraudulent information through use of the Software and Service.
(b) you protect your username and password that allows access to our Software and Service against unauthorized use.
(c) (if you are an Installer and unless otherwise agreed in writing between you and the Customer), you must promptly give to the Customer (or the Customer’s nominee) electronic copies of all Signed Data Packages, Customer Records and Written Statements received by you through use of the Software and Service, no later than 3 Business Days after receiving those items from the Software and Service or as otherwise required by the Regulator from time to time for the purpose of the SPV.
3.3 You represent and warrant to us that from the date of the first use of the Software by you:
(a) you have not provided false, misleading or fraudulent information through use of the Software and Service.
(b) you have protected your username and password that allows access to our Software and Service against unauthorized use.
(c) (if you are an Installer and unless otherwise agreed in writing between you and the Customer) unless otherwise agreed in writing between you and the Customer, you have promptly given to the Customer (or the Customer’s nominee) electronic copies of all Signed Data Packages, Customer Records and Written Statements received by you through use of the Software and Service, no later than 3 Business Days after receiving those items from the Software and Service or as otherwise required by the Regulator from time to time for the purpose of the SPV.
4 Agent’s Account Registration and Administration
4.1 The Agent must register to the Services for the first time to create an account. By registering an account to use the Services, the Agent becomes (either individually or on behalf of its employer or any entity, on behalf of whom it registered the account) our customer. The first user of the account is automatically assigned as the Account administrator (Admin).
4.2 In order to create an account, we may capture the Agent’s details via other communication means (i.e. Telephone or email correspondence) and send the Agent a link via email which directs the Agent to its account.
4.3 When creating an account, the Agent:
(a) agrees to provide us with accurate, complete, and current registration information about itself (or the entity you represent), in particular, the Agent will not use a false identity, impersonate or otherwise misrepresent your identity (or the entity you represent) when creating the account;
(b) is responsible for maintaining the confidentiality of its login credentials and undertake not to allow the security of its account to be compromised through misuse of its login credentials;
(c) is responsible for all activities that occur under its account; and
(d) agrees to immediately notify us of any suspected or actual disclosure of its login details or its password, unauthorized use of its account or other security breach relating to its account.
4.4 We reserve the right to undertake checks and ask for further information to verify the Agent’s identity and business registration or the Agent’s authority to act on behalf of an entity which the Agent has registered an account for.
4.5 The Agent acknowledges that we have the sole discretion to accept its application to create an account.
4.6 We cannot and will not be liable for any loss or damage arising from the Agent’s failure to comply with this Agreement, including, without limitation, this section.
4.7 The Admin is solely liable and responsible for understanding the settings, privileges and controls for the Services and for controlling whom the Admin permits to become a user and what are the settings and privileges for such user, including without limitation, the right for a user to invite other users (such as a Retailer).
5 Agent invites Retailer to use the Software
5.1 The Agent may invite a Retailer to use the Software by creating a user account for the Retailer. It is the Agent’s sole responsibility to provide the Retailer with login credentials to access this account. The Agent warrants on each occasion when it creates a Retailer’s account that it provides accurate and complete information about such Retailer.
5.2 On each occasion when the Retailer logs into the Software, the Retailer confirms that its account information is accurate and if this is not the case keep it up to date.
5.3 The Agent provides us a perpetual, irrevocable, sublicensable, worldwide, royalty-free, non-exclusive, transferable license to host, copy, transmit, display, and process Collected Information provided to us by the Agent’s Retailer and the Retailer’s Installer (Retailer/Installer Collected Information), as reasonably necessary or desireable by us, for corporate governance, insurance, or audit purposes, as well as to provide the Services, operate the Software, and to report such Retailer/Installer Collected Information to the Regulator, and as otherwise required by law, from the date of first use of the Software by the Agent’s Retailer and the Retailer’s Installer. The Agent warrants that it posses the valid consent from each Agent’s Retailer and such Retailer’s Installer with respect to the license provide in this clause or is otherwise entitled to provide us with such license.
6 Creating a Job
6.1 The Retailer can create a Job by following the data input requirements of the Software (such as Customer Data and Job Details for purposes of creating/supporting a STC claim and using the Verification Service) (Job Package).
6.2 The Retailer can also create, upload and/or manage certain forms and documentation required by the Retailer for sales, after sales, and customer support.
6.3 On the basis of the Job Package provided by the Retailer, the Software will calculate the number of STCs for the relevant Job as a guide only. The Agent and the Retailer acknowledge that we cannot be and are not responsible for the accuracy of the number of STCs. It is the Retailer’s responsibility to verify the number STCs with the Regulator.
6.4 The Retailer warrants on each occasion when the Retailer provides data about an Customer and the Job Details, that:
(a) all information about the Job Details is accurate;
(b) to the best of the Retailer’s knowledge, Customer details are accurate;
(c) before the Retailer creates any Job, the Retailer has a valid agreement in place with an Customer for the sale and the installation of a small generation unit(s) (as defined under the Renewable Energy (Electricity) Act 2000);
(d) the Retailer has validated the number of STCs for the Job that may be created under the Small-scale Renewable Energy Scheme with the Regulator.
(e) the Retailer has obtained the valid consent from each Customer with respect to the use of the Customer Data, in compliance with the Privacy Act, for the purpose of disclosure of Customer Data to us for the purpose of its Services and the functionality of the App.
7 Installer means CEC accredited solar panel installer or Installation Company for the installation of SGU or a certified electrician or, designer for the installation of SGU or a licensed plumber, electrician or gas fitter for the installation of SHW who has been registered to use the Software for the provision of a Job
7.1 The Installer will be able to:
(a) view the Job Package created by the Retailer pursuant to clause 6 .
(b) use the Retailer’s forms and documentation under clause 6.2 .
(c) capture relevant data with the Software for the purposes of validating the Installer’s presence at the location referenced under clause 7.1 (c) (ii) , creating STCs, supporting STC claims, or using the Verification Service (Uploaded Data) including but not limited to, the following:
(i) the date of installation;
(ii) the geolocation of the install being the Customer’s address;
(iii) the Data Package to be installed at the Customer’s address; and
(iv) the Customer’s signature.
7.2 The Installer warrants on each occasion when the Installer provides the Software with the Uploaded Data that the Installer is accredited by the CEC and that it has obtained the valid consent from each Customer with respect to the use of the Customer Data, in compliance with the Privacy Act, for the purpose of disclosure of Customer Data to us for the purpose of the Services and the functionality of the Software.
7.3 The Installer and Retailer are solely responsible for the content of any Uploaded Data, and we take no responsibility for the accuracy of the content of the Uploaded Data.
7.4 The Agent, the Retailer and the Installer acknowledge and agree that:
(a) we are not liable for any incorrect scanning or the accuracy of the scanning of any material required for the Verification Service (Incorrect Scan). We provide no warranty whatsoever to this end. Accordingly, the Agent, the Retailer and the Installer are solely responsible for implementing their own error check and verification measures with respect to anything that the Agent, the Retailer and the Installer have scanned for the Verification Service.
(b) We are not responsible for any delays and costs the Agent, the Retailer or Installer may have as a result of Incorrect Scans.
7.5 The Software will use the Uploaded Data and send it to a database to perform a product and installation verification of the SGU for the creation and validation of STCs to comply with the Renewable Energy (Electricity) Act 2000 and the Renewable Energy (Electricity) Regulations 2001. The Software will receive real-time confirmation of whether or not the product and installation of the SGU are verified by CER.
7.6 If the SGU and its installation are verified by the Verification Service, the Installer can mark the Job as completed in the Software, in which case the Retailer (who has assigned the Job to the Installer) will be notified via the Software that the Job has been completed by the Installer. The Software will generate the Claims File available to the Retailer as a file that can be downloaded from the Software.
7.7 The Agent, the Retailer and the Installer each understand that the Verification Service may not work:
(a) if the Uploaded Data is incorrect and/or incomplete, in particular, if the Installer does not use a mobile device with GPS geo-location ability or if the GPS geo-location feature on the Installer’s mobile device is disabled (because the Installer cannot capture the necessary GPS geo-location data point required for the SPV, and the SPV cannot be obtained by using the Software);
(b) due to technical issues, bugs or errors which may interrupt the use of the Software or the SPV.
If the Verification Service was successful, the Software issues the Installer with a Signed Data Package containing a digital record of information about the installed solar panels together with the Customer Record.
If the Verification Service does not work (for whatever reason), we will provide to the Retailer the relevant Claims File (on the basis of the Uploaded Data) as a CSV file or any other file format as determined by us, which the Retailer can download from the Software and which can be submitted by the Retailer with the CER in manual form (STC Software).
The Agent and the Retailer understand and acknowledge that we have no control over the timing for the CER to confirm or reject the relevant STC Software.
7.8 The Installer must obtain the Customer’s assignment consent for each STC, which are the subject of the Job, under which the Customer assigns to the Agent all rights to the creation and ownership of the STCs, in accordance with the Applicable Legal Framework.
7.9 This can be done in person, in which case the Customer can provide its electronic signature on the Installer’s mobile device by using the Software’s functionality.
7.10 Alternatively, the Retailer can send an email via the Software to the Customer with a link and a one-time password, which will open up a specific page in which the Customer can provide the necessary declaration for the aforementioned assignment of the STCs, by electronic signature.
7.11 The Installer hereby grants to us a perpetual, irrevocable, sublicensable, worldwide, royalty-free, non-exclusive, transferable license to:
(a) use the Uploaded Data to enable the use of the Software and its Services, including to share such data with SPV industry participants including the Regulator, to facilitate, operate, and provide, improve the SPV as well as to comply with the Applicable Legal Framework including the Regulator’s information requirements;
(b) enable us to use the Uploaded Data for ongoing general training for our own business purposes.
(c) photographic verification of the Installer i.e. via selfie, which will be used to confirm the identity of the Installer.
7.12 The Agent, Retailer, and Installer acknowledge and agree that we may also use the Uploaded Data to undertake further analysis and improve the Software and its functions but only on a de-identified basis.
8 Solar Panel Verification Initiative
8.1 The Agent, Retailer and the Installer each acknowledge that the SPV only verifies that the solar panel serial numbers provided in the Data Package correspond with serial numbers in electronic databases managed by relevant Verification Service Providers containing verified serial numbers of panels. These serial numbers correspond with panel models approved by the CEC.
8.2 For the avoidance of doubt, the SPV does not:
(a) give a right to obtain STCs, or to have an application to register STCs processed outside of the CER’s usual processing times; or
(b) mean that the panels have been approved, tested, inspected or checked in any way, including without limitation, concerning safety or quality.
9.1 You agree that we will own the Claims File or any part of it, without any restriction. We make the Claims File available to the Agent and the Retailer pursuant to clause 9.3
9.2 The Services and Software, inclusive of materials, such as the Collected Information and the Claims File or any part of it , software, application programming interface, APIs, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Uploaded Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, Our Material), are our property and its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. We retain all right, title and interest, including all intellectual property rights, in and to Our Materials.
9.3 We grant the Agent and the Retailer a royalty-free, non-exclusive, sublicensable, right to access and use the Claims File, to the extent necessary for them to lawfully make use of the Services, subject to the terms of this Agreement.
9.4 The Agent, the Retailer and the Installer must not copy, reproduce, alter, modify, reverse engineer or create derivative works from Our Material.
9.5 The Agent, the Retailer and the Installer agree to notify us promptly of any infringement or suspected or threatened infringement of Our Material.
10 Disclaimer
10.1 You must take all reasonable precautions to protect against loss or damage arising from the use of our Software and the Services.
10.2 From time to time, we will conduct preventative and remedial maintenance on the Software and in respect of the infrastructure it deploys in the provision of the Software (Scheduled Maintenance).
(a) We will endeavor to carry out all Scheduled Maintenance outside usual Business Hours and give you reasonable notice of any planned downtime for the Software. In the event of an emergency, we may carry out maintenance during usual Business Hours and without first notifying you.
(b) We reserve the right to monitor the operation and use of the Software by you and to enable us to perform our obligations and exercise our rights under this Agreement.
10.3 To the extent permitted by law, we do not represent and/or warrant that:
(a) your use of the Services and the Software will not infringe the intellectual property rights of third parties;
(b) the Software will be error and/or malware-free or that its use or availability will be uninterrupted, continuous or the Software will be accessible always;
(c) the Software will operate in combination with other software or any equipment, or other systems; or
(d) the Software will provide any function other than as set out in the documentation supplied to you by us.
10.4 For the avoidance of doubt, a reference to you in this clause 10 is a reference to any user of the Software, including without limitation the Agent, Retailer and Installer collectively.
11 Accuracy Limitations and Availability
11.1 You acknowledge that the accuracy of the Services depends, among other things, on the accuracy and/or quality of Uploaded Data. Accordingly, you are solely responsible for implementing your own error check and verification measures with respect to the Uploaded Data.
11.2 The Software is hosted on virtual servers located at and managed through a Data Centre. The availability of the Software (including business continuity and data recovery measures) is under the control of the Data Centre. You acknowledge and accept that, notwithstanding any business continuity and disaster recovery policy of the Data Centre, if the functionality of the Data Centre is reduced or interrupted then our ability to perform the Services may be interrupted
11.3 You acknowledge and accept that we cannot guarantee 100% server uptime. Servers and systems must be brought down (offline) at times for routine maintenance and upgrades to ensure that the Software will run and perform optimally. The Software and our Services may be unavailable with little or no notice and for reasons which are beyond our control.
11.4 We will use reasonable efforts to keep such interruptions to a minimum, and, if possible, to give you advance notice of scheduled maintenance routines; as well as perform such activities as outside of normal operating business hours as possible.
11.5 You may not be able to access the Software due to traffic conditions on the internet, problems occurring at our upstream provider’s facilities, or due to hardware or software component failure. These conditions are entirely out of our control. However, we will endeavor to restore access to the Software in a timely manner.
11.6 Upon request, we can provide you with details of the data storage providers used by us from time to time, with reference to the data storage providers terms and conditions.
11.7 The Claims File relating to a Job will be accessible via the Software for a period of seven years from the date the Job was indicated as being completed unless this Agreement has been terminated pursuant to clause 16.3 (in which case the Claims File will be deleted pursuant to clause 16.7 ). However, we encourage the Agent to download the Claims File as soon as possible once it has been created to ensure that the Agent has a copy of the Claims File in case there is a technical disruption with our Data Centre where the Claims File is located.
11.8 For the avoidance of doubt, a reference to you in this clause 11 is a reference to any user of the Software, including without limitation the Agent, Retailer and Installer collectively.12 Fees
12.1 In consideration for the provision of the Services (except for trial service confirmed in writing by us to you), the Agent must pay us the applicable fees per completed Job (Fees). The Fees:
(a) are agreed between the Agent and us in writing; or
(b) are indicated in our first tax invoice to the Agent (which upon payment will be deemed accepted by the Agent).
12.2 The Agent may authorize us, either directly or through our payment processing service, to charge such Fees via the Agent’s selected payment method, upon due date.
12.3 Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. We reserve the right to change the Fees at any time, upon notice to the Agent.
12.4 In the event of failure to collect the Fees owed by the Agent, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the account and the Agent’s access to the Software and the Services, without notice.
12.5 We will submit to the Agent monthly tax invoices for Fees and reimbursable costs and expenses that become due in accordance with the terms of this Agreement.
12.6 The Agent must pay each Tax invoice within seven days of the date of the Tax Invoice unless otherwise agreed in writing between you and us.
12.7 The parties agree that all Fees, costs and expenses agreed to be paid under this Agreement are expressed exclusive of GST.
12.8 In the event where your overdue account is referred to a collection agency and/or law firm, the Agent will be liable for all costs which would be incurred as if the debt is collected in full, including commission on the collection of the additional costs and also including legal demand costs. Overdue accounts will be subject to interest at the rate of 10% p.a., calculated for the period the account is due until the date it is paid.
13 Liability
13.1 Where any legislation such as the Competition and Consumer Act 2010 (Cth) implies to this Agreement any guarantees and that legislation voids or prohibits conditions in a contract excluding the application of the guarantee, our liability for any breach of the guarantee is limited, at our option, to either of the following:
- the resupply of our services; or
- the cost of having the services resupplied.
13.2 Subject to clause 13.3 and clause 13.4, our total aggregate liability under or in relation to this Agreement whether arising in contract, tort (including negligence), indemnity, breach of a statutory requirement or any other common law or equitable cause of action is limited to the amount of the Fees paid to us in the three months prior to the event which gives rise to the liability arising.
13.3 The liability of a party in respect of the following occurrences is not limited:
(a) for fraud;
(b) personal injury (including sickness and death);
(c) loss of, or damage to, tangible property of a third party;
(d) infringement of a third party’s intellectual property rights; and
(e) breach of a statutory requirement,
(f) including liability under any indemnities in relation to any such occurrences.
13.4 Subject to clauses 13.1 and 13.3 , the Services are provided “as is”, and ‘as available’ basis, and under no circumstances are we liable to you (or any other person) for:
(a) damages for loss of profits or revenue, loss of goodwill or failure to realise anticipated benefits or savings, costs or expenses incurred by a party in managing or conducting claims against the other party under this Agreement or loss arising from business interruption; and
(b) any other category of damages described as special or Consequential Loss,
relating to the Services, their performance, or the use of the Services, before or after the date of this Agreement even where the possibility is that you may incur such losses, damages, costs and/or expenses was known or ought to have been known to you against which the claim for damages might otherwise be made.
13.5 In all cases where a party (the first party) is found to be liable to the other party for damages, such liability shall be reduced proportionately to the extent that the first party has contributed to any loss, damages or claims.
13.6 Each party is under a duty to mitigate any damages or loss suffered or incurred as a result of any breach of this Agreement by any other party.
13.7 It is expressly understood and agreed that each provision of this Agreement which provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the parties to be severable and independent of any other provision and to be enforced as such.
14 Indemnity
14.1 You release and indemnify us, our related body corporates (as defined under s50 of the Corporations Act (Cth) 2001) and our respective officers, employees, agents and contractors, from and against all actions, claims, proceedings and demands (including those brought by third parties) which may be brought against them or us, whether on their own or jointly with you and whether at common law, in equity or pursuant to statute or otherwise, in respect of any loss, death, injury, illness or damage (whether personal or property, and whether direct or consequential, including Consequential Loss) arising out of or in connection with:
(a) any unauthorized person or access to your account.
(b) your breach of any of the provisions contained in this agreement;
(c) any illegal or wrongful act by you or your Personnel about the use of the Services;
(d) the failure of your Personnel to use reasonable care in carrying out your obligations under this Agreement;
and from and against all damages, reasonable costs and expenses incurred in satisfying, defending or settling any such claim, proceeding or demand.
14.2 You further acknowledge and agree that:
(a) if any STC is not approved and/or registered by the CER for any reason we are not liable to you and you agree to indemnify us against any loss or Consequential Loss (whether in contract, tort, statute or otherwise) we may incur due to the CER not approving and registering such STCs; and
(b) If the CER conducts and/or authorizes a third party to conduct an audit in accordance with the RET Legislation and/or Industry Guidance in respect of any of your STC Software, you will be solely responsible for such audit costs and indemnify us from any/all such direct or Consequential Loss and/or general/special liability.
14.3 For the avoidance of doubt, a reference to you in this clause 14.3 is a reference to any user of the Software, including, without limitation, the Agent, Retailer and Installer collectively.
15 Privacy and Data Sharing with the CER
15.1 We may collect information that may identify you in the course of your interactions with the Software, including without limitation personal information when you register an account, use and promote Services, and communicate with us, third parties (including without limitation the provider of a payment system) or other users (Personal Information).
15.2 We shall keep and maintain this Personal Information in accordance with our Privacy Policy. You agree that this Agreement also includes our Privacy Policy, which is incorporated into this Agreement by reference.
15.3 Where a third party, including without limitation the provider of a payment system, provides services to you in relation to the Software and deals with your personal information, you agree that they are required to do so in accordance with own privacy policies, and we are responsible for monitoring or ensuring that the third party complies with its privacy policy.
16 Suspension and Termination
16.1 You or us may terminate this Agreement without cause at any time by providing one month written notice.
16.2 You acknowledge that as a requirement of the Applicable Legal Framework, we are entitled to withdraw, suspend or terminate your access to our Software and Services at any time without providing reasons.
16.3 Other reasons for termination of or suspension to any part of the Software/Services include if:
(a) you have breached any provision of this Agreement;
(b) we are required to do so by law;
(c) you cease to be an Agent, Retailer or Installer, or are under investigation with the Regulator or maybe in breach of the Applicable Legal Framework; or
(d) we decide to no longer provide the Service.
16.4 No party is entitled to any compensation arising as a result of the termination of this Agreement under this clause 16 , except otherwise stipulated in this clause 16 .
16.5 The termination of this Agreement by a party does not affect any accrued rights or remedies.
16.6 After termination or expiration of this Agreement, a party must:
(a) pay any amounts it owes to the other party; and
(b) refund any payments received but not yet earned.
16.7 In the case of a termination event pursuant to clause 16.3 ,we give you access to download the Claims File for two months following the date of termination of this Agreement .
17 Notices
17.1 A notice or other communication given under this Agreement must be:
(a) in writing, in English and signed by the sender; and
(b) addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
17.2 A party’s notice details are set out in your account. A party may change its notice details by written notice to the other parties.
17.3 A notice or communication is taken as having been given:
(a) when left at a party’s current address for notices;
(b) if mailed, on the third Business Day after posting (if delivered to an address within the same country) or on the tenth Business Day after posting (if delivered to an address within another country); or
(c) if sent by email, if sent before 5 pm on a Business Day in the place of receipt then on the Business Day when it is sent, otherwise on the following Business Day (unless the party giving the notice receives notice that delivery of the notice failed or that the recipient is ‘out of office’).
18 Dispute Resolution
18.1 If a dispute arises out of or in relation to this Agreement, either party may notify the other in writing in which case a nominated representative of each affected party must promptly attempt in good faith to resolve the dispute.
18.2 In the event that the parties are unable to resolve the dispute within seven (7) days of the written notification referred to in this clause 18 , each party must promptly refer the dispute for resolution to the Chief Executive (or equivalent with a decision making authority similar to a Chief Executive Officer) of that party (Senior Executive).
18.3 If the parties are unable to resolve the dispute within fourteen (14) days following referral to the Senior Executive of the relevant parties, then either party may use such lawful dispute resolution procedures or seek such legal and equitable remedies as it considers necessary or appropriate in its sole discretion.
18.4 Nothing in this clause 18 , shall prevent a party from seeking urgent injunctive relief before an appropriate court.
18.5 This document is governed by and is to be interpreted in accordance with the laws of Queensland.
19 General
19.1 This Agreement does not constitute any partnership and in no way is any contract of agency or employment intended.
19.2 We may identify you as a client for reference purposes.
19.3 You must do all acts, matters and things as necessary or reasonably required by us to give effect to our intentions as expressed in this Agreement.
19.4 This Agreement records the entire agreement between the parties in relation to the subject matter and supersedes all previous negotiations, understandings and agreements between the parties in relation to its subject matter.
19.5 This Agreement may only be modified by a further written document signed by the parties.
19.6 The expiration or termination of this Agreement does not affect any right that has accrued to a party before the expiration or termination date.
19.7 A failure or delay by us to exercise a power or right under this Agreement does not operate as a waiver of that power or right, and the exercise of a power or right by us does not preclude our future exercise or the exercise of any other power or right.
19.8 This Agreement may be executed in any number of counterparts. All counterparts taken together constitute one instrument.
19.9 The law in QLD governs this Agreement and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
20 Interpretation
In this Agreement, unless the context otherwise requires:
(a) a reference to a person includes any other entity recognized by law.
(b) a reference to any legislation or legislative provision includes any modifying, consolidating or replacing legislation or legislative provisions from time to time, and includes all regulations, rules and other statutory instruments issued under the legislation.
(c) a reference to a body or authority which ceases to exist is a reference to either a body or authority that the parties agree to substitute for the named body or authority or, failing agreement, to a body or authority having substantially the same objects as the named body or authority.
(d) a reference to a document (including this Agreement) is to that document as varied, novated, ratified or replaced from time to time.
(e) references to parties, clauses, schedules, annexures or exhibits are references to parties, clauses, schedules, annexures or exhibits to this Agreement unless otherwise stated.
(f) words denoting the singular number include the plural and vice versa.
(g) where any word or phrase is given a defined meaning, any other grammatical form of that word or phrase has a corresponding meaning.
(h) clause headings are inserted for convenience only and do not form part of this Agreement;
(i) a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done.
(j) no rule of construction or interpretation applies to the disadvantage of a party because that party prepared this Agreement.
(k) including and includes are not words of limitation.
(l) a word that is derived from a defined word has a corresponding meaning.
(m) monetary amounts are expressed in Australian dollars.
(n) the singular includes the plural and vice-versa.
(o) words importing one gender include all other genders; and
(p) a reference to a thing includes each part of that thing.
21 Other
21.1 By entering jobs in Techno Forms Pty. Ltd., Techno Forms Pty. Ltd. is authorized to submit these jobs to the Rec Registry.
21.2 Techno Forms software is free to use on the condition that jobs created on the platform is either traded in Techno Forms or other arrangements have been agreed upon between client and Techno Forms Pty. Ltd.
21.3 Solar Retailers must agree to site audits as requested by the CER, agents of the CER or Techno Forms. Techno Forms and its affiliated partners will not be liable for any costs that are incurred as a result of site audit requests.
21.4 Techno Forms software shall not be held responsible for any data loss indemnities or monetary loss from the usage of the Techno Forms applications, is and not limited to software such as the Online Portal and the Techno Forms Installers APPS.
21.5 Any misconduct or misuse of the Techno Forms software can result in the closing or suspension of an account. Techno Forms reserves the right to charge the user a $1/STC fee, for consuming and accessing the software for jobs that are not traded to the Portal.